01—Abstract
Summary
Summary of the 8-K filed June 12, 2026. Cited figures are marked; the original filing is the authoritative source.
Western Midstream Partners, LP (WES) closed its previously announced acquisition of Brazos Delaware II, LLC on June 11, 2026, under a Membership Interest Purchase Agreement dated May 6, 2026.
The aggregate purchase price is approximately $1.6 billiona, subject to customary purchase price adjustments, consisting of approximately $800 million in cash and 19,389,239 common units valued at approximately $800 million based on the 20-day volume-weighted-average common unit price at signing. The Partnership's press release states the acquisition expands its gathering and processing footprint in the Delaware Basin and that the transaction met objectives including accretion to per-unit metrics, protecting the balance sheet and investment grade credit ratings, and diversifying its customer base and ownership. In connection with the closing, the Partnership and the Seller entered into a Registration Rights and Lock-Up Agreement.
The Partnership agreed to file a resale registration statement for the Common Units within 60 days of the Closing Date. The Seller has customary registration rights, including block-trade facilitation on a non-underwritten basis and piggyback rights in underwritten offerings subject to cutbacks. The Seller and its affiliate designees agreed, subject to customary exceptions, not to transfer the Common Units for six months after the Closing Date.
The units were issued in reliance on the Section 4(a)(2) private placement exemption. The filing also furnishes a press release announcing the closing under Item 7.01, which is not deemed filed for Exchange Act Section 18 purposes. The purchase agreement is filed as Exhibit 2.1 with schedules and exhibits omitted under Item 601(a)(5) of Regulation S-K.
02—Key points
Key Highlights
- Closed acquisition of Brazos Delaware II, LLC on June 11, 2026 for approximately $1.6 billion
- Consideration: approximately $800 million in cash plus 19,389,239 common units (approximately $800 million based on the 20-day VWAP at signing)
- Acquisition expands WES's gathering and processing footprint in the Delaware Basin
- Company states the deal is accretive to per-unit metrics and protects its balance sheet and investment grade credit ratings
- Registration statement for resale of the issued units due within 60 days of the Closing Date
- Seller agreed to a six-month lock-up on transfers of the Common Units, subject to customary exceptions
- Units issued under the Section 4(a)(2) private placement exemption
03—Questions
Frequently Asked Questions
What did Western Midstream pay for Brazos Delaware II?
The aggregate purchase price was approximately $1.6 billion, subject to customary purchase price adjustments. It consisted of approximately $800 million in cash and 19,389,239 common units, which the filing values at approximately $800 million based on the 20-day volume-weighted-average common unit price when the agreement was signed.
How many new units did WES issue and will they be sold publicly?
WES issued 19,389,239 common units to the Seller and its affiliate designees under the Section 4(a)(2) exemption. The Partnership agreed to file a registration statement for resale within 60 days of the Closing Date, and the Seller holds block-trade and piggyback registration rights, so the units may later be sold in the market.
When can the Seller sell the newly issued units?
The Seller and its affiliate designees agreed, subject to customary exceptions, not to transfer the Common Units for six months following the June 11, 2026 Closing Date.
What strategic rationale does management give for the acquisition?
According to the press release, the Brazos acquisition expands WES's gathering and processing footprint in the Delaware Basin and aligns with its philosophy of deploying only capital that sustains or grows distributions. Management also cites accretion to per-unit metrics, protection of the balance sheet and investment grade credit ratings, and diversification of the customer base and ownership.
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